DILLARD'S, INC. — Registration Form 2004

Aug 25, 2004

S-3/A 1 fs3_081404.htm POST EFFECTIVE AMENDMENT NO. 2 FORM S-3 Post Effective Amendment #2 to Registration No. 333-59183

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______

POST EFFECTIVE AMENDMENT NO. 2 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____

DILLARD'S, INC. (Exact name of registrant as specified in its charter) ____

DELAWARE 71-0388071 (State or other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) ___ 1600 Cantrell Road, Little Rock, AR 72201 Phone: (501) 376-5200 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ___ Paul B. Benham III, Friday, Eldredge & Clark LLP, 400 West Capitol Ave., Suite 2000 Little Rock, AR 72201 Phone: (501) 376-2011 (Name, address, including zip code, and telephone number, including area code, of agent for service) N/A (Approximate date of commencement of proposed sale to the public) If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] ____ The Post-Effective Amendment No. 2 to Form S-3 shall become effective in accordance with Section 8(c) of the Securities Act of 1933, as amended, on such date as the Commission, acting pursuant to Section 8(c), may determine. ______

DEREGISTRATION OF DEBT SECURITIES

This Post-Effective Amendment No. 2 (the "Amendment") to the Registration Statement on Form S-3 (SEC File No. 333-59183) is being filed by Dillard's, Inc. (the "Company") in order to deregister all of the $750,000,000.00 principal amount of Debt Securities which remain unsold under SEC File No. 333-59183.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment No. 2 to Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Little Rock, State of Arkansas, on August 14, 2004. DILLARD'S, INC. (Registrant) By /s/ James I. Freeman JAMES I. FREEMAN, Director, JAMES I. FREEMAN, Director Senior Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement (SEC File No. 333-59183) has been signed by the following persons in the capacities and on the dates indicated: (Signature) (Title) (Date) * William Dillard, II Director; Chief Executive Officer August 14, 2004 * Alex Dillard Director; President August 14, 2004 * Mike Dillard Director; Executive Vice President August 14, 2004 * Drue Corbusier Director; Executive Vice President August 14, 2004 /s/James I. Freeman Director; Senior Vice President; Chief August 14, 2004 Financial Officer * Robert C. Connor Director August 14, 2004 * Will D. Davis Director August 14, 2004 * John Paul Hammerschmidt Director August 14, 2004 /s/Peter R. Johnson Director August 14, 2004 /s/Warren A. Stephens Director August 14, 2004 * William H. Sutton Director August 14, 2004 /s/J. C. Watts Director August 14, 2004 *By /s/James I. Freeman James I. Freeman Attorney-In-Fact